TERMS AND CONDITIONS OF ACCESS

Reviewed February 2025

Please read the following terms and conditions carefully.  By accessing, browsing or using the information in this Website, you agree to these terms and conditions.  If you do not agree, you should not use this Website.  

The material provided on or accessed by way of this Website is protected by law, including without limitation, United States copyright laws and international treaties.  This Website is controlled and operated by ProSoft Technology from its offices within the State of California, United States of America.  A User who accesses this Website from locations outside of the United States does so on his/her own initiative and is separately responsible for compliance with any applicable local, national or international  laws and regulations on internet usage and Website access.

ProSoft Technology will use reasonable efforts to include accurate and up-to-date content in this Website.  However, information on this Website including illustrations, specifications and dimensions may contain technical inaccuracies or typographical errors.  ProSoft Technology makes no warranty or representation as to its accuracy and assumes no liability for and reserves the right to correct such inaccuracies or errors at any time without notice.  ProSoft Technology may also make changes, updates and improvements to this Website or these access terms and conditions, at any time without notice.  ProSoft Technology may also make improvements and/or changes to the products and/or to the programs described in the content at any time without notice.  

The trademarks, service marks, and logos used or displayed on this Website (the "Trademarks") are registered and unregistered trademarks of ProSoft Technology, its affiliates, related companies, licensors, and/or joint venture partners.  The use or misuse of these trademarks, or any other content of this Website, except as permitted herein, is expressly prohibited and may be in violation of intellectual property laws which shall be aggressively enforced.  ProSoft Technology prohibits use of any ProSoft Technology trademark as a "hot" link to this Website without prior written permission granted.

This Website may contain links to third-party Websites.  Such linked Websites are not under the control of ProSoft Technology, and ProSoft Technology assumes no responsibility for the contents of any such linked Website, any link contained in a linked Website, any changes or updates to such linked Websites, or any material transmitted or downloaded from any linked Website.  ProSoft Technology is providing these links to third-party Websites solely as a convenience to you.  ProSoft Technology does not determine and is not responsible for the privacy or security policies or practices of those Websites. You should independently determine the privacy and securities polices and practices of such Websites and make your own decision as to what information to disclose.

The entire content (images and text) of this Website is copyrighted and may not be distributed, downloaded, modified, reused, reposted or otherwise used, except as provided herein, without the express written permission of ProSoft Technology.  You may download content only for your personal, non-commercial use.

We conduct our business in compliance with applicable laws on data privacy and security and take precautions to protect personal identifiable information obtained from our Website visitors against unauthorized access and use. More detailed information on our Privacy Policy is available HERE.

WITHOUT LIMITING THE FOREGOING,THE MATERIALS MAINTAINED ON OR ACCESSED BY WAY OF THIS WEBSITE (INCLUDING SOFTWARE) ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER VIOLATION OF RIGHTS.  PROSOFT TECHNOLOGY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF ANY USE OF, OR OTHERWISE RESPECTING, THE MATERIALS MAINTAINED ON OR ACCESSED BY WAY OF THIS WEBSITE OR ANY WEB WEBSITE LINKED TO THIS WEBSITE.  IT IS RECOMMENDED THAT YOU INDEPENDENTLY TEST AND EVALUATE PRODUCTS FOR THEIR INTENDED USE.

UNDER NO CIRCUMSTANCE (INCLUDING NEGLIGENCE AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) WILL PROSOFT TECHNOLOGY, NOR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERLING THIS WEBSITE, BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, BUSINESS INTERRUPTION, DELAYS, LOSS OF DATA OR PROFIT) ARISING OUT OF THE USE OR THE INABILITY TO USE THE MATERIALS MAINTAINED ON OR ACCESSED BY WAY OF THIS WEBSITE OR ANY ERRORS OR OMISSIONS IN ITS CONTENT, EVEN IF PROSOFT TECHNOLOGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IF USE OF SUCH MATERIALS RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF USER EQUIPMENT OR DATA, USER ASSUMES ANY COSTS ASSOCIATED THEREWITH. THEREFORE, YOU AGREE THAT ALL ACCESS AND USE OF THIS WEBSITE AND ITS CONTENT IS AT YOUR OWN RISK.

BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF THIS LIMITATION OF LIABILITY OR THE EXCLUSION OF WARRANTY SET FORTH ABOVE IS HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN PROSOFT’S MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.  

You agree to indemnify, defend and hold harmless ProSoft Technology, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the website from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing the website and/or any materials, products, or services contained or referenced therein.

Any rights not expressly granted herein are reserved by ProSoft Technology, Inc.

PROSOFT PRIVACY POLICY

Revised February 2025

ProSoft Technology Inc. and its subsidiaries and affiliates, including its ultimate parent company, Belden Inc., (“ProSoft”, “we”, “our”, or “us”) respect your right to privacy. This Privacy Notice explains who we are, how we collect, share and use personal information about you, and how you can exercise your privacy rights.

If you have any questions or concerns about our use of your personal information, then please contact us using the contact details provided at the bottom of this Privacy Notice.

For more information about ProSoft or Belden, please see the “About Us” section of our Websites at https://www.prosoft-technology.com or https://www.belden.com/about

Quick links

We recommend that you read this Privacy Notice in full to ensure you are fully informed. However, if you only want to access a particular section of this Privacy Notice, then you can click on the relevant link below to jump to that section.

• What personal information does ProSoft collect and why?
• Who does ProSoft share my personal information with?
• Linked Sites
• Basis for processing personal information 
• Cookies and similar tracking technology 
• How do we keep your personal information secure?
• International data transfers
• Data retention
• Children and privacy
• Your data protection rights and choices
• Information for California Residents
• Modifications to Our Privacy notice
• Privacy Shield Provisions
• How to Contact Us

What personal information does ProSoft collect and why?

The personal information that we may collect about you broadly falls into the following categories:

• Information that you provide voluntarily
  Certain parts of our website (“Website”) may ask you to provide personal information voluntarily.

  Context	Types of Information	Primary Purpose for Collection  and Use of Information
  Account Registration	When you register an account we collect your name, address, e-mail address, company affiliation, telephone number, and other similar information.	We have a legitimate interest in providing account related functionalities to our users, including notifying you about important
  Employment	If you apply for a job posting, or become an employee, we collect information necessary to process your application or to retain you as an employee.  This may include, among other things, your Social Security Number.  Providing this information is required for employment.	We use information about current employees to perform our contract of employment, or the anticipation of a contract of employment with you.  In some contexts, we are also required by law to collect information about our employees.  We also have a legitimate interest in using your information to have efficient staffing and work force operations.
  Mailing List	When you sign up for one of our mailing lists we collect your email address or postal address.    As a customer, you will be given the opportunity, after registration, to notify us of your desire not to receive any further promotional e-mails from us.	We share information about our products and services with individuals that consent to receive such information.  We also have a legitimate interest in sharing information about important changes to our Website, new services and special offers we think you will find valuable.
  Partner Promotion	We collect information that you provide as part of a co-branded promotion with another company.	We have a legitimate interest in fulfilling our promotions.
  Requests/Support	If you contact us for support, fill out and submit an online form, or request us to contact you, we collect your name, e-mail address, company affiliation, telephone number, state, and country, as well as any other content that you send to us, in order to contact you or process your request.	We have a legitimate interest in receiving and processing your requests, administering our business activities, and providing customer service.
  Surveys or Contests	When you participate in a survey or contest, we collect information that you provide through the survey.  If the survey is provided by a third party service provider, the third party’s privacy policy applies to the collection, use, and disclosure of your information. Participation in these surveys or contests is completely voluntary, and you therefore have a choice whether or not to disclose additional information that may be requested. Information requested via surveys and contests may include additional demographic information.	We have a legitimate interest in understanding your opinions and collecting information relevant to our organization.
  Trade Shows & Industry Events	You may provide information to us at a trade show where ProSoft is represented, either by manually providing us with your contact information or by presenting your badge or other credential for scanning.	We share information about our products and services with individuals that consent to receive such information.  We also have a legitimate interest in sharing information about products, services and special offers we think you will find valuable.

• Information that we collect automatically
  When you visit our Website, we may collect certain information automatically from your device.
   Specifically, the information we collect automatically may include information like your IP addresses, Internet domain names, the web browser and operating system used to access the Website, the files or pages visited, the time spent in each file or page, and the time and date of each visit. We use this information to improve our Website, for example by enhancing pages or features that are visited frequently, and on occasion we may share this information with our affiliates or other third party companies to provide them with an indication of the amount of interest in our Website for advertising purposes and to help us plan for technical improvements.

  Some of this information may be collected using cookies and similar tracking technology, as explained further under the heading “Cookies and similar tracking technology” below.

• Information that we obtain from third party sources

   From time to time, we may receive personal information about you from other sources, including third parties, business partners, our affiliates, or publicly available sources. The types of information we collect from third parties may include marketing information provided by trade shows and professional and other relevant information available to us on social networks about employment candidates. We use the information we receive from these third parties to allow us to make more informed decisions, improve the accuracy of records we hold, and occasionally to reach out to you regarding items or issues we believe interest you

In addition to the purposes and uses described above, we use personal information in the following ways:

• to identify you when you visit our Website;
• to provide products and services;
• to improve our services and product offerings;
• to conduct analytics;
• to respond to inquiries related to support, employment opportunities, or other requests;
• to send marketing and promotional materials, including information relating to our products, services, sales, or promotions;
• for internal administrative purposes, as well as to manage our relationships;
• for other purposes that are not incompatible with the purposes we have disclosed to you (such as archiving purposes in the public interest, scientific or historical research purposes, or statistical purposes) if and where this is permitted by applicable data protection laws.

Who does ProSoft share my personal information with?

We may disclose your personal information to the following categories of recipients:

• to our group companies, third party services providers and partners who provide data processing services to us (for example, to support the delivery of, provide functionality on, or help to enhance the security of our Website, conduct surveys, provide technical support, and process payments), or who otherwise process personal information for purposes that are described in this Privacy Notice or notified to you when we collect your personal information. A list of our current group companies is available in Belden Inc.’s most recent annual report on Form 10-K, filed with the United States Securities and Exchange Commission and available at http://investor.belden.com/investor-relations. Please note, however, that if we have contractually agreed that we will not share your information with certain of our subsidiaries or affiliates, we will continue to honor our contractual obligations.
• to any competent law enforcement body, regulatory, government agency, court or other third party where we believe disclosure is necessary (i) as a matter of applicable law or regulation, (ii) to exercise, establish or defend our legal rights, (iii) to protect your vital interests or those of any other person, or (iv) to investigate, prevent, or take action regarding possible illegal activities, suspected fraud, safety of person or property, or a violation of our policies;
• to a potential buyer (and its agents and advisers) in connection with any proposed purchase, merger or acquisition of any part of our business, including at the negotiation stage;
• to any other person with your consent to the disclosure.

Linked Sites

It is important to note that our Website contains links to other websites and that those other websites will not follow the same privacy notice. This includes links from advertisers, content providers and trade partners who may use our logo and/or style as part of a co-branding agreement. These other websites may collect data from you that we would not and may use that data in ways that we would not.

Basis for processing personal information

Although the sections above describe our primary purpose in collecting and using your personal information, in many situations we have more than one purpose.  For example, if you contact our technical support team we may collect your information to respond to your inquiries, but we also collect your information as we have a legitimate interest in maintaining your information after your initial inquiry is complete so that we can quickly and easily respond to any questions that may occur in the future regarding our products.  As a result, our collection and processing of your information is based in different contexts upon your consent, our need to perform a contract, our obligations under law, and/or our legitimate interest in conducting our business.

If you have questions about or need further information concerning the legal basis on which we collect and use your personal information, please contact us using the contact details provided under the “How to contact us” heading below.

Cookies and similar tracking technology

We use cookies and similar tracking technology (collectively, “Cookies”) to collect and use personal information about you, including to capture website analytics, to make our Website operate efficiently, and to serve interest-based advertising. For further information about the types of Cookies we use, why, and how you can control Cookies, please see our Cookie Notice at https://www.prosoft-technology.com/ProSoft-Technology-Legal-Terms-and-Conditions#cookieconsentpolicy.

How do we keep your personal information secure?

No method of transmission over the Internet, or method of electronic storage, is fully secure. While we use reasonable and appropriate technical and organizational measures to protect the personal information that we collect and process about you, we cannot guarantee the security of your personal information. In the event that we are required by law to inform you of a breach to your personal information we may notify you electronically, in writing, or by telephone, if permitted to do so by law. 

International data transfers

Your personal information may be transferred to, and processed in, countries other than the country in which you are resident. These countries may have data protection laws that are different to the laws of your country.

Specifically, certain Website assets and our corporate headquarters are located in the United States, and our group companies and third party service providers and partners operate around the world. This means that when we collect your personal information we may process it in any of these countries. By submitting your personal information to us you agree to the transfer, storage and processing of your personal information in a country other than your country of residence including, but not necessarily limited to, the United States.

However, we have taken appropriate safeguards to require that your personal information will remain protected in accordance with this Privacy Notice. We have implemented an appropriate data transfer agreement utilizing standard contractual clauses and are in the process of initiating Binding Corporate Rules program. For further information about the Privacy Shield program, please see the heading “Privacy Shield Provisions” below.

Data retention

Typically, we retain personal information we collect from you for the period necessary to fulfill the purposes outlined in this Privacy Notice (for example, to provide you with a service you have requested or to comply with applicable legal, tax or accounting requirements), unless a longer retention period is required or permitted by law. More detailed information on ProSoft’s data retention programs may be provided upon receipt of an appropriate request.

Automated decision-making

In some instances, our use of your personal information may result in automated decisions being taken that legally affect you or similarly significantly affect you.

Automated decisions mean that a decision concerning you is made automatically on the basis of a computer determination (using software algorithms), without human review. For example, we may use automated decisions to screen résumés. If such automated decision making procedures are implemented, we will take appropriate measures to safeguard the rights and interests of individuals whose personal information is subject to automated decision-making.

When we make an automated decision about you, you have the right to contest the decision, to express your point of view, and to require a human review of the decision. You can exercise this right by contacting us using the contact details provided under the “How to contact us” heading below.

Children and privacy

We do not knowingly collect information from or about children aged 13 and under.

Your data protection rights and data subject access rights

Depending on your country or state of residence, you may have certain of the following data protection rights:

• If you wish to access, correct, update or request deletion of your personal information, you can do so at any time by contacting us in a manner consistent with our Data Subject Access Rights policy (“DSAR Policy”). If required by law, upon request, we will grant you reasonable access to the personal information that we have about you or grant your request to delete such information. You should note that in many situations we must keep your personal information to comply with our legal obligations, resolve disputes, enforce our agreements, or for another one of our business purposes. In addition, you can object to processing of your personal information, ask us to restrict processing of your personal information or request portability of your personal information. Again, you can exercise these rights in a manner consistent with our DSAR Policy.
• You have the right to opt-out of marketing communications we send you at any time. You can exercise this right by clicking on the “unsubscribe,” “opt-out,” or similar link in the marketing e-mails we send you. To opt-out of other forms of marketing (such as postal marketing or telemarketing), please contact us in a manner consistent with our DSAR Policy.
• Similarly, if we have collected and process your personal information with your consent, then you can withdraw your consent at any time. In some cases, we may limit or deny your request to revoke consent if the law permits or requires us to do so, or if we are unable to adequately verify your identity.
• You have the right to complain to a data protection authority about our collection and use of your personal information. For more information, please contact your local data protection authority. (Contact details for data protection authorities in the European Economic Area, Switzerland and certain non-European countries (including the US and Canada) are available here.)

We respond to all requests we receive from individuals wishing to exercise their data protection rights in accordance with our Data Subject Access Rights Policy and applicable data protection laws.

Our Data Subject Access Rights Policy and more detailed information on how to submit a request may be found at http://www.belden.com/about/privacy

Information for California Residents

California Civil Code Sections 1798.115(c), 1798.130(a)(5)(c), 1798.130(c), and 1798.140 indicate that organizations should disclose whether certain categories of personal information are collected, “sold” or transferred for an organization’s “business purpose”(as those terms are defined under California law).  You can find a list of the categories of information that we collect and share here. Please note that because this list is comprehensive it may refer to types of information that we collect and share about people other than yourself. If you would like more information concerning the categories of personal information (if any) we share with third parties or subsidiaries for those parties to use for direct marketing, you can submit a request using the contact details provided under the “How to contact us” heading below. We do not discriminate against California residents who exercise any of their rights described in this Privacy Notice.

Modifications to Our Privacy Notice

ProSoft reserves the right to change our Privacy Notice at any time, except as may be prohibited by law. We will post revisions online and note the effective date of the latest version at the bottom of the Privacy Notice. To the extent that our policy changes in a material way, the Privacy Notice that was in place at the time that you submitted personal information to us will generally govern that information unless we receive your consent to the new Privacy Notice.

Privacy Shield Provisions

For several years, ProSoft participated in both the EU-US and Swiss-US Privacy Shield Programs. In 2020, the Privacy Shield Program was invalidated by European Data Protection Authorities as a mechanism through which the transfer of data to the United States is permitted. As a result, ProSoft elected not to renew its certifications on April 1, 2021. We are actively monitoring developments in this area as U.S. and European regulators attempt to devise a satisfactory replacement framework and ProSoft will look forward to a new cooperative data sharing framework in the future. Even though ProSoft Inc. and its subsidiaries are no longer a part of the EU-US and Swiss-US Privacy Shield programs, we remain committed to the principles enshrined in each program. We have always taken, and we will continue to take, the privacy of our associates, partners and other stakeholders very seriously and will continue to take appropriate steps to protect your personal information.

As disclosed above, ProSoft may share Personal Data with third parties that provide certain services to Belden, including but not limited to, outside accountants and lawyers, consultants and service providers. Prior to transferring Personal Data, Belden will ensure that the protection and transfer of such Personal Data complies with the Privacy Shield Principles or, in the case of Switzerland-Based Parties human resources data, the Swiss-U.S. Privacy Shield.

ProSoft may transfer Personal Data to a third party acting as an agent for ProSoft by having the third party enter into an agreement with ProSoft or Belden in which the third party promises to provide the same level of protection as required by the Privacy Shield Principles or, in the case of Switzerland-Based Parties human resources data, the Swiss-U.S. Privacy Shield. If the third party agent does not comply with its privacy obligations, ProSoft will take commercially reasonable steps to prevent or stop the use or disclosure of Personal Data. Belden acknowledges that it remains potentially liable under the Privacy Shield Principles for the actions of its agents.

ProSoft may also transfer Personal Data to a third party without your consent in response to requests by public authorities, including to meet national security or law enforcement requirements, including, for example, if we are required to do so by law, regulation, subpoena, court order or any other government, judicial or regulatory process.

How to Contact Us

If you have any questions or would like additional information about our privacy practices, please do not hesitate to contact us as provided below:

ProSoft Technology, Inc.
9201 Camino Media, Suite 200
Bakersfield, CA 93311, USA
661-716-5254
Email: prosoft.legal@prosoft-technology.com

Belden Legal Department
1 N. Brentwood Blvd., 15th Floor
St. Louis, MO 63105
Email: belden.legal@belden.com; belden.privacy@belden.com

California residents may also call:  1-800-BELDEN1 (1-800-235-3361)

ProSoft Technology, Inc.

ProSoft, through Belden, has appointed the law firm Shoosmiths as its external Data Protection Officer and should you have any questions or concerns for our DPO regarding the way in which your personal information has been used, please contact them at belden.privacy@belden.com

PROSOFT COOKIE POLICY

Reviewed February 2025

This Cookie Statement explains how ProSoft Technology Inc., and its affiliates and subsidiaries (collectively “ProSoft Technology”, "we", "us", and "ours") use cookies and similar technologies to recognise you when you visit our websites at www.prosoft-technology.com, and other ProSoft Technology owned websites ("Websites").  It explains what these technologies are and why we use them, as well as your rights to control our use of them. For additional information regarding our privacy practices, please visit prosoft-technology.com/privacy

What are cookies?

Cookies are small data files that are placed on your computer or mobile device when you visit a website.  Cookies are widely used by website owners in order to make their websites work, or to work more efficiently, as well as to provide reporting information. 

Why do we use cookies?

We use first party cookies (cookies set by ProSoft) and third party cookies (cookies set by someone other than ProSoft) for several reasons. Some cookies are required for technical reasons in order for our Websites to operate, and we refer to these as "essential" or "strictly necessary" cookies. Other cookies also enable us to track and target the interests of our users to enhance the experience on our Websites.   Third parties serve cookies through our Websites for functionality, analytics, advertising, and other purposes.  This is described in more detail below.

Types of cookies we use, and how you can control them.

The specific types of first and third party cookies served through our Websites and the purposes they perform are described in the paragraphs that follow.

Essential website cookies.  Essential website cookies are strictly necessary to provide you with services available through our Websites and to use their features, such as to access secure areas.  As a result of the essential nature of essential website cookies, they cannot be refused.  You can, however, block or delete them by changing your browser settings as described below under the sub-heading, “Controlling Cookies.”

Performance and functionality cookies. Performance and functionality cookies are used to enhance the performance and functionality of our Websites but are non-essential to their use.  Without these cookies, certain functionality (like videos) may become unavailable.

Analytics and customisation cookies.  Analytics and customization cookies collect information that is used in an aggregate, anonymous form to help us understand how our Websites are being used, or to help us customize our Website to fit your preferences. This information is used for statistical purposes only and it is not our intention to use such information to personally identify any user. However, if you have registered and signed into this Website we may combine this information with information from our web analytic services and cookies to analyse how you use this Website in more detail.

Advertising cookies. Advertising cookies are used to make advertising messages more relevant to you.  They perform functions like preventing the same ad from continuously reappearing, ensuring that ads are properly displayed for advertisers, and in some cases selecting advertisements that are based on your interests.

Social networking cookies.  Social networking cookies are used to enable you to share pages and content that you find interesting on our Websites through third party social networking websites. These cookies may also be used for advertising purposes.

Controlling Cookies?

You have the right to control and manage cookies in various ways. Please bear in mind that blocking or refusing cookies can impact your user experience, and parts of our Websites may no longer be fully accessible.

Most web browsers will allow you to see what cookies you have and delete them on an individual basis or block cookies from specific or all websites. For more information on how to modify your browsers settings to block or filer cookies, please see www.aboutcookies.org or www.cookiecentral.com/faq.  In addition, most advertising networks offer you a way to opt out of targeted advertising.  If you would like to find out more information, please visit http://www.aboutads.info/choices/ or http://www.youronlinechoices.com.

Our Websites also use Google Analytics, a popular web analytics service offered by Google. You can opt-out of having your anonymized browsing activity within websites recorded by Google Analytics by clicking on the following link: https://policies.google.com/privacy. 

What about other tracking technologies, like web beacons?

Cookies are not the only way to recognise or track visitors to a website.  We may use other, similar technologies from time to time, like web beacons (sometimes called "tracking pixels" or "clear gifs").  These are tiny graphics files that contain a unique identifier that enable us to recognise when someone has visited our Websites, or opened an e-mail that we have sent them.  This allows us, for example, to monitor the traffic patterns of users from one page within our Websites to another, to deliver or communicate with cookies, to understand whether you have come to our Websites from an online advertisement displayed on a third-party website, to improve site performance, and to measure the success of e-mail marketing campaigns.  In many instances, these technologies are reliant on cookies to function properly, and so declining cookies will impair their functioning.

Do you use Flash cookies or Local Shared Objects?

Our Websites may also use so-called "Flash Cookies" (also known as Local Shared Objects or "LSOs") to, among other things, collect and store information about your use of our services, fraud prevention and for other site operations.

If you do not want Flash Cookies stored on your computer, you can adjust the settings of your Flash player to block Flash Cookies storage using the tools contained in the Website Storage Settings Panel. You can also control Flash Cookies by going to the Global Storage Settings Panel and following the instructions (which may include instructions that explain, for example, how to delete existing Flash Cookies (referred to "information" on the Adobe site), how to prevent Flash LSOs from being placed on your computer without your being asked, and (for Flash Player 8 and later) how to block Flash Cookies that are not being delivered by the operator of the page you are on at the time).

Please note that setting the Flash Player to restrict or limit acceptance of Flash Cookies may reduce or impede the functionality of some Flash applications, including, potentially, Flash applications used in connection with our services or online content.

Do you serve targeted advertising?

Third parties may serve cookies on your computer or mobile device to serve advertising through our Websites. These companies may use information about your visits to this and other websites in order to provide relevant advertisements about goods and services that you may be interested in. They may also employ technology that is used to measure the effectiveness of advertisements. This can be accomplished by them using cookies or web beacons to collect information about your visits to this and other sites in order to provide relevant advertisements about goods and services of potential interest to you. The information collected through this process does not enable us or them to identify your name, contact details or other personally identifying details unless you choose to provide these.

How often will you update this Cookie Statement?

We may update this Cookie Statement from time to time in order to reflect, for example, changes to the cookies we use or for other operational, legal or regulatory reasons.  Please therefore re-visit this Cookie Statement regularly to stay informed about our use of cookies and related technologies.  The date at the top of this Cookie Statement indicates when it was last updated. 

Where can I get further information?

If you have any questions about our use of cookies or other technologies, please email us at prosoft.legal@prosoft-technology.com

GENERAL TERMS AND CONDITIONS OF SALE

Revised February 2025

Except as otherwise accepted and confirmed by ProSoft Technology in an order confirmation, these general terms and conditions of sale only apply to purchases of ProSoft Technology products and related services made from ProSoft Technology Inc., a California corporation. ProSoft Technology S.A.S., and ProSoft Technology (Asia Pacific) S.B., are wholly owned subsidiaries of ProSoft Technology Inc., all are herein referred to as “ProSoft”. Purchases made from authorized distributors or other independent resellers will be subject to terms and conditions of sale as may be separately established by each such distributor or reseller, which will in no event be binding upon ProSoft unless otherwise expressly agreed to. However, ProSoft extends its standard Manufacturer’s Warranty and Software License to Buyers purchasing ProSoft products and related services from their local authorized ProSoft Technology distributor or reseller. Such Manufacturer’s Warranty is in lieu of all other warranties, which are expressly disclaimed. Sales and services outside of the United States of America may be subject to separate or supplemental terms and conditions of sale. For further information, please consult your nearest ProSoft Technology sales office.

General

These terms and conditions of sale (along with any associated written specification, quotation and/or supplemental terms and conditions provided by ProSoft) will exclusively govern the sale or licensing by ProSoft of all goods and services (including without limitation, hardware, firmware and software products, training, programming, maintenance, engineering, site services, parts, repair and remanufacturing services – hereinafter, "Products") furnished to Buyer hereunder, whether such sale or licensing is affected by paper-based transactions or via facsimile or other forms of electronic data interchange (“EDI”) or electronic commerce, and represents the entire Contract between Buyer and ProSoft with respect thereto. ProSoft reserves the right to affect minor modifications and/or improvements to the Product before delivery provided that the performance of the Product is not adversely affected and that neither the Contract Price nor the delivery date is affected. ProSoft objects to and rejects other terms and conditions that may be proposed by Buyer or that appear on or are referenced in Buyer's purchase order or requisition and shall not be incorporated into this Contract. Buyer’s assent to the terms and conditions of sale set forth herein shall be conclusively presumed from Buyer’s failure to object thereto in writing as well as from Buyer’s acceptance of all or part of the Products. This Contract gives the Buyer specific legal rights. The Buyer may also have other rights which vary from jurisdiction to jurisdiction. If any provision of the Contract is invalid under any statute or rule of law, such provision, to that extent only, shall be deemed to be omitted without affecting the validity of the remainder of the Contract.

Payment Terms

Prices are firm for delivery within the period stated in ProSoft's quotation and unless otherwise stated in the Contract, are exclusive of Value Added Tax, any similar and other taxes, duties, levies or other like charges arising in connection with the performance of the Contract. Unless otherwise agreed to in writing, payment shall be made in the currency of ProSoft’s quotation within thirty (30) days from date of invoice with ongoing approved credit as determined by ProSoft. ProSoft reserves the right to render invoices electronically and to receive payment by way of electronic funds transfer. Payment by credit card, when permitted, is subject to credit card validation and authorization both at time of Contract and immediately prior to shipment. ProSoft reserves the right to suspend any further performance hereunder or otherwise in the event payment is not made when due. Interest charges may be added to overdue invoices at the rate applicable by law. Without prejudice to ProSoft's other rights, ProSoft reserves the right to suspend performance of the Contract (including withholding shipment) in the event that Buyer fails or in ProSoft’s reasonable opinion it appears that Buyer is likely to fail to make payment when due under the Contract or any other Contract; and under the same conditions require reasonable security for payment. 

Delivery Terms

Unless otherwise expressly stated in writing, if shipped internationally the Products will be shipped CIP ProSoft’s U.S. location, Incoterms® 2010, final destination named by the Buyer. "CIP", "FCA", “CPT” are the preferred Incoterms that may be used when placing an order and shall be defined in accordance with Incoterms® 2010. Freight, packing and handling will be charged at ProSoft’s standard rates. Risk of loss shall pass to Buyer upon delivery to the first carrier even though ProSoft has booked and paid for the main carriage and insurance.  Title transfers upon delivery to the first carrier, except all title to all intellectual property rights associated with the Products remains with ProSoft or its suppliers and licensors.  Acknowledged shipping dates are approximate only and based on prompt receipt of all necessary information from Buyer. If the carrier delivers all material shown on the freight bill, but Buyer subsequently discovers shorted material, any claim must be filed directly with ProSoft within ten (10) days after delivery.  Claims filed later than ten (10) days after delivery will not be honored.  When such shortage is verified by ProSoft, credit will be issued to Buyer’s account within ninety (90) days of such verification. If Buyer requires special production service for unusual shipments, an additional charge (expedite fee) shall be imposed by ProSoft as deemed necessary to cover any costs of such service. Where applicable, prepaid shipping will be billed as a separate invoice item. If delivery is delayed due to any act or omission of Buyer, ProSoft shall be entitled to place the Product into a suitable storage at Buyer's expense. Upon placing the Products into the storage, delivery shall be deemed to be complete, and Buyer shall pay ProSoft accordingly. If a delivery is not expected to be made on-time, ProSoft will notify Buyer and will take all reasonable steps at ProSoft’s own cost to expedite delivery; provided, however, when not prohibited at the time the order is placed, Buyer reserves the right, without liability, in addition to its other rights and remedies, to cancel the order if necessary by written notice to ProSoft and arrange for completion and/or purchase of substitute items elsewhere. Any products returned for repair, whether in or out of warranty, must be shipped in accordance with the terms of ProSoft’s Return Material Authorization Policy. Details can be found at: https://www.prosoft-technology.com/Services-Support

Limited Warranty

New Products: ProSoft warrants that new ProSoft branded hardware Products furnished hereunder will be free from defects in material, workmanship and design for a period of three (3) years from the date of invoice from ProSoft. Products repaired and parts replaced by ProSoft during the warranty period shall be in warranty for the remainder of the original warranty period or six (6) months, whichever is longer.

Software and Firmware: Unless otherwise provided in a ProSoft or third-party license, ProSoft warrants that standard ProSoft branded software or firmware Products furnished hereunder, when used with ProSoft-specified hardware, will perform in accordance with published specifications prepared, approved, and issued by ProSoft for a period of three (3) years from the date of invoice from ProSoft. Except for the foregoing warranty, software and firmware Products are provided AS IS. ProSoft makes no representation or warranty, expressed or implied, that the operation of the software or firmware Products will be uninterrupted or error free, that the functions contained therein will meet or satisfy Buyer's intended use or requirements, that the software or firmware products will be free from other defects or failures. ProSoft warrants that (i) it owns or has the right to license the software and materials furnished hereunder; and (ii) it has the right to grant Buyer the right and license to use the software and materials furnished hereunder, and to sublicense and resell the software and materials furnished hereunder free and clear of all liens, claims, encumbrances and other restrictions. 

Partner Products: ProSoft and its authorized distributors sell partner products. All partner products are subject to the original manufacturer’s warranty.  

Repair and Upgrade Services: Materials and labor performed by ProSoft to upgrade previously purchased firmware, repair a verified malfunction or defect are warranted in the terms specified above for a new Product, provided said warranty will be for the period remaining on the original new equipment warranty or, if the original warranty is no longer in effect, for a period of ninety (90) days from the date of shipment.

Consulting and Site Services: ProSoft warrants that it and any Third-Party Provider it engages will perform Site Services in a professional manner in accordance with generally accepted industry standards applicable to the Services. This Site Services warranty shall be effective for ninety (90) days following completion of the Services. Upon breach of this warranty, ProSoft’s sole obligation is to correct the Services so that the Services comply with this warranty. If ProSoft is unable to correct the Services within a reasonable period, Buyer’s sole remedy is to terminate the relevant Service Order and obtain a refund of the amount Buyer paid to ProSoft for the Services that ProSoft is unable to correct. Buyer will reimburse ProSoft for its reasonable time and expense for any Services provided at Buyer’s request to remedy problems that are outside the scope of this warranty.

"Remanufactured" and End of Production Products: ProSoft warrants that hardware Products sold as “Remanufactured” (e.g., Buyer and distributor returns, factory repaired or reconditioned, etc.) or End of Production Products will be free from defects in material and workmanship for a period of six (6) months from the date of invoice from ProSoft.  Repaired or replacement Products provided as a result of this warranty subparagraph are similarly warranted for a period of ninety (90) days from the date of shipment to Buyer or the remainder of the original warranty term for that particular Product, whichever is longer.

Cellular Data Service Plans: ProSoft sells 3^rd party broadband data service plans to its United States Buyers for use with the ProSoft cellular radios and gateways. Data service plans are offered in one-, two- or three-year intervals. Use of the data service for remote medical monitoring is prohibited.  Data service plans are non-cancelable. If a service plan is not purchased through ProSoft, the Buyer will be responsible for obtaining a data service plan from their local service provider. 

Buyer Specifications/Compatibility: ProSoft does not warrant and will not be liable for any design, materials, construction criteria or product furnished or specified by Buyer (including that sourced from other manufacturers or vendors). Any warranty applicable to such Buyer-specified items will be limited solely to the warranty, if any, extended by the original manufacturer or vendor directly or indirectly to Buyer. ProSoft does not warrant the compatibility of its Products with the product of other manufacturers or Buyer's application except to the extent expressly represented in ProSoft's published specifications or written quotation.

Recyclable Materials: In keeping with environmental policies and practices, ProSoft reserves the right to utilize in its product manufacturing, repair and remanufacturing processes certain recyclable materials (e.g., fasteners, plastics and the like) or remanufactured parts equivalent to new in performance or parts which may have been subject to incidental use. However, such utilization will not affect any provided Product warranty or published reliability statistics.

Remedies: Remedies under the above warranties will be limited, at ProSoft's option, to the replacement, repair, re-performance or modification of, or issuance of a credit for the purchase price, of the Products or Services involved, and only after the return of such Products pursuant to ProSoft's Return Material Authorization instructions and prompt notification of any claimed breach of warranty of Services. Replacement Products may be new, remanufactured or reconditioned at ProSoft's discretion. Costs in connection with or as a result of such defective or nonconforming Products, including, cost to transport the Products from Buyer to ProSoft and return shipment to Buyer, will be borne by ProSoft. The foregoing will be the exclusive remedies for any breach of warranty or breach of the Contract arising there from.

General: Warranty satisfaction is available only if (a) ProSoft is provided prompt notice of the warranty claim and (b) ProSoft's examination discloses that any alleged defect has not been caused by misuse; neglect; improper installation, operation, maintenance, repair, alteration or modification by another party other than ProSoft; accident; or unusual deterioration or degradation of the Products or parts thereof due to physical environment or electrical or electromagnetic noise environment. These warranties do not apply to products acquired by Buyer for beta, evaluation, testing, demonstration purposes or other circumstances for which ProSoft does not receive a payment of a purchase price.

THE ABOVE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, OR PERFORMANCE OR APPLICATION, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND SHALL SURVIVE THE TERMINATION OF THE CONTRACT. TO THE EXTENT AN IMPLIED WARRANTY OR CONDITION CANNOT BE DISCLAIMED, SUCH WARRANTY OR CONDITION IS LIMITED IN DURATION TO THE APPLICABLE WARRANTY PERIOD.  Rights under the above warranties (subject to noted limitations) extend to Buyer's Buyers if Buyer is a ProSoft authorized distributor or reseller for the Products.

Limitation and Exclusion of Liability

NOTHING IN THESE TERMS OF SALE LIMITS OR EXCLUDES THE LIABILITY OF EITHER PARTY TO THE OTHER FOR: (i) WILLFUL INJURY TO PERSONS OR PROPERTY; (ii) FRAUD OR FRAUDULENT MISREPRESENTATION; (iii) WILLFUL OR NEGLIGENT VIOLATION OF LAW; OR (iv) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.  NOTHING IN THESE TERMS OF SALE LIMITS OR EXCLUDES THE LIABILITY OF THE BUYER TO PROSOFT ARISING OUT OF (I) BUYER’S BREACH OF SOFTWARE LICENSING; OR (ii) ANY AMOUNTS DUE TO PROSOFT UNDER THESE TERMS OF SALE.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROSOFT WILL NOT BE LIABLE FOR ANY BUSINESS INTERRUPTION OR LOSS OF PROFIT, REVENUE, MATERIALS, ANTICIPATED SAVINGS, DATA, CONTRACT, GOODWILL OR THE LIKE (WHETHER DIRECT OR INDIRECT IN NATURE) OR FOR ANY OTHER FORM OF INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND. FURTHER, EXCEPT FOR PROSOFT’S INTELLCTUAL PROPERTY INDEMNITY BELOW, IN NO EVENT SHALL PROSOFT’S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL OTHER CLAIMS AND LIABILITIES, INCLUDING OBLIGATIONS UNDER ANY INDEMNITY, WHETHER OR NOT INSURED, WILL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS GIVING RISE TO SUCH CLAIMS OR DAMAGES.  PROSOFT DISCLAIMS ALL LIABILITY RELATIVE TO GRATUITOUS INFORMATION OR ASSISTANCE PROVIDED BY, BUT NOT REQUIRED OF PROSOFT HEREUNDER. ANY ACTION AGAINST PROSOFT MUST BE BROUGHT WITHIN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. THESE EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION HEREOF AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, EACH PROVISION HEREOF WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR CONDITION OR EXCLUSION OF DAMAGES IS SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND IS TO BE ENFORCED AS SUCH.

Intellectual Property Indemnity

Except as excluded herein, ProSoft will defend any suit or proceeding brought against Buyer arising out of a claim that the design or construction of ProSoft branded Products sold or licensed hereunder by ProSoft infringes any patent, copyright or trademark granted or registered in any country, provided (a) Buyer promptly notifies ProSoft in writing of any such claim and any suit or proceeding, (b) at ProSoft's expense, Buyer gives ProSoft the sole right to defend, settle and control the defense of the suit or proceeding, (c) Buyer provides all necessary information and assistance for such defense or settlement, and (d) Buyer takes no position adverse to ProSoft in connection with such claim. In the event ProSoft is obligated to defend such suit or proceeding, ProSoft will pay all costs and damages finally awarded or agreed upon by ProSoft that are directly related thereto. ProSoft's obligations under this paragraph will be fulfilled if ProSoft, at its option and expense: (i) procures for Buyer the right to continue using such Products, (ii) replaces the same with non-infringing equipment/software having functionality similar to that of the Products, (iii) modifies the Products to make them non-infringing while retaining similar functionality, or (iv) if (i)-(iii) are not commercially practical, refunds to Buyer the purchase price of the affected Products in exchange for their return. ProSoft will have no obligation to defend or for any other liability with respect to: [a] any suit or proceeding to the extent based on or arising out of a configuration or modification made, specified or requested by Buyer and which is incorporated into or constitutes the Products, [b] the use of the Products in a process or application specified, requested or controlled by Buyer or any third parties. As used in this paragraph, the term “Products” shall mean only ProSoft's standard hardware, firmware and software that are generally commercially available, and expressly excludes third-party-branded equipment/software. THIS PARAGRAPH IS IN LIEU OF ALL WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, THAT THE PRODUCTS WILL BE FREE OF THE RIGHTFUL CLAIM OF ANY THIRD PARTY BY WAY OF INFRINGEMENT OR THE LIKE.

Resale of Third-Party Branded Products and Services

NOTWITHSTANDING ANY OTHER PROVISION HEREIN, PROSOFT MAKES NO REPRESENTATIONS, PROVIDES NO INDEMNITIES (INTELLECTUAL PROPERTY OR OTHERWISE), AND DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED RELATIVE TO ANY THIRD-PARTY BRANDED PRODUCT OR SERVICE (INCLUDING TRAINING) WHICH MAY BE RESOLD OR SUBLICENSED BY PROSOFT AS A DISCRETE ITEM HEREUNDER.

Licensed Software and Firmware

Use of Products comprised of software or firmware may be subject to Buyer's acceptance of additional terms and conditions set forth in separate ProSoft or third-party license contract that will control to the extent necessary to resolve any conflict with the terms and conditions stated or otherwise referenced herein. In the absence of a separate ProSoft's license contract, Buyer is granted a non-exclusive, non-transferable license to use provided ProSoft's software or firmware only in object code form and solely in conjunction with ProSoft-provided Products, with no rights to sublicense, disclose, disassemble, decompile, reverse engineer, or otherwise modify the software or firmware. This software license applies only to ProSoft products which have been purchased from an Authorized ProSoft Technology Distributor or reseller.

Packing and Marking

Buyer-specified packing or marking may be subject to additional charges not otherwise included in the price of the Products.

Weights and Dimensions

Published or advertised weights and dimensions are estimates or approximations only and are not warranted.

Prices

ProSoft may modify the Product Price List with written notice provided to the Buyer thirty (30) days prior to implementation of such modifications. Products quoted will be acknowledged to be valid through date of ProSoft’s quotation.  Prices do not include sales, use, excise, customs, value-added or similar taxes. Buyer will pay or reimburse ProSoft for all such taxes as may be applicable. Time and material services will be provided in accordance with ProSoft's published service rates (including applicable overtime and travel expenses) in effect as of the date such services are provided, unless otherwise confirmed by ProSoft's written quotation or order acknowledgment. Billable service time includes travel time to and from the job site and all time ProSoft's representatives are available for work and waiting (whether on or off the job site) to perform the services.

Changes and Substitutions

Buyer-requested order changes, including those affecting the identity, scope and delivery of the Products, must be documented in writing and are subject to ProSoft's prior approval and adjustments in price, scheduling and other affected terms and conditions. In any event, ProSoft reserves the right to reject any change that it deems unsafe, technically unadvisable or inconsistent with established engineering or quality guidelines and standards, or incompatible with ProSoft's design or manufacturing capabilities. ProSoft further reserves the right to substitute using the latest superseding revision or series, or equivalent Product having comparable form, fit and function.

Changes in Products

ProSoft shall have the right in its discretion, without incurring any liability, to discontinue or limit its production or deliveries of any Product and alter the design, materials or construction of any Product.

Returns

All returns of Products will be pursuant to ProSoft's instructions. Warranty returns of unused and resalable Products for credit will be subject to ProSoft's return policies in affect at the time, including applicable restocking charges and other conditions of return. Products returned under warranty must be properly packed and include all accessory items included in the original shipment.  ProSoft reserves the right to adjust the credit amount due to Buyer should these items not be returned. Returned products should be shipped to ProSoft-specified locations. Shipping containers must be clearly marked per ProSoft's instruction and shipped freight prepaid by Buyer. More detailed information on returns is available http://www.prosoft-technology.com/Services-Support

Order Cancellation

Cancellation by Buyer prior to shipment is permitted only by written notice and is subject to ProSoft's prior approval and upon payment to ProSoft of reasonable cancellation and restocking charges, including reimbursement for direct costs. Due to contractual obligations, cancellation of cellular service plans provided by 3^rd party providers are not eligible for early termination. Cancellation charges associated with orders for custom Products, large quantity orders or Products specifically manufactured to Buyer's specification may equal the actual selling price of the Products. ProSoft has the right to cancel an order for cause at any time by written notice, and ProSoft will be entitled to cancellation and restocking charges as identified above. No cancellation by Buyer for cause will be effective unless and until ProSoft has failed to correct such alleged cause within forty-five (45) days after receipt of Buyer's written notice specifying such cause.

Non-cancelable/Non-returnable (NCNR) Products

Orders for Product considered NCNR may not be cancelled and may not be returned for credit. Buyer agrees to purchase the quantities ordered. Buyer also agrees that all purchases of items designated as NCNR are final, and ProSoft has no obligation to accept the return of any NCNR items for any reason unless the Product is found to be damaged or defective when received by the Buyer, as long as the Buyer notifies ProSoft within 10 days of receipt of any defective or damaged product.

Force Majeure

The Contract (other than Buyer's obligation to pay all sums due to ProSoft in accordance with the Contract) shall be suspended, without liability, in the event and to the extent that its performance is prevented or delayed due to any circumstance beyond the reasonable control of the party affected, including but not limited to: Act of God, war, armed conflict or terrorist attack, riot, fire, explosion, accident, flood, sabotage; governmental decisions or actions (including but not limited to prohibition of exports, re-exports or the failure to grant or the revocation of applicable export licenses), or labor trouble, strike, lockout or injunction. For purposes of this paragraph, a “cause beyond its reasonable control” will not include international currency fluctuations or revaluations. ProSoft shall have no obligation to supply hardware, software or technology or to provide services in the absence of government permits or fulfillment of statutory conditions of exemption from such permits within the framework of import and export control (in particular, according to the regulations applicable in the United States, the European Union and the jurisdiction in which ProSoft has its registered office or from which components of the Products are supplied) and the underlying circumstances could not be foreseen by ProSoft and are outside of ProSoft’s sphere of influence. In the event of revocation of issued government permits or in the event of a change in the applicable statutory import and export control regulations such that ProSoft is prevented from fulfilling the Contract, ProSoft is discharged from the contractual obligation without any liability of ProSoft. If the delay is caused by the delay of a subcontractor of ProSoft and if the delay arises out of causes beyond the reasonable control of both ProSoft and the subcontractor, and without the fault or negligence of either of them, ProSoft will not be liable to the Buyer for damages unless the articles or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit ProSoft to meet the required delivery schedule.  If either party is delayed or prevented from performance of its obligations by reason of this Clause for more than 180 consecutive calendar days, either party may terminate the then unperformed portion of the Contract by notice in writing given to the other party, without liability provided that Buyer shall be obliged to pay the reasonable cost and expense of any work in progress and to pay for all Products delivered and Services performed as accrued at the date of termination.

Compliance with Laws

Products and associated materials supplied or licensed hereunder may be subject to various export laws and regulations. Both ProSoft and Buyer shall strictly comply with, and adhere to, all applicable U.S. and non-U.S. laws and regulations pertaining to environment, data protection, health and safety, economic sanction laws, trade, import and export control. Specifically, both Parties covenant that it shall not - directly or indirectly - sell, provide, export, re-export, transfer, divert, loan, lease, consign, or otherwise release or dispose of any equipment, product, commodities, services, software, source code, or technology received under this Contract to or via any individual, entity, or destination, or for any use prohibited by the laws or regulations of the United States or any other applicable jurisdiction without having obtained prior authorization from the competent governmental authorities as required by all such laws and regulations. In the event that any required export authorization is denied, ProSoft will be relieved of any further obligation relative to the sale and/or license and delivery of the Product(s) subject to such denial without liability of any kind relative to Buyer or any other party.

 In addition, these regulations prohibit any person, whether U.S. on non-U.S., from exporting or selling, directly or indirectly to or for any proliferation related end use (nuclear weapons, missile technology or chemical/biological weapons applications). ProSoft will not comply with boycott related requests except to the extent permitted by U.S. or international laws and then only at ProSoft's discretion.

By placing an order with ProSoft, Buyer represents, warrants and covenants that Buyer has not paid, offered to pay, agreed to pay, or authorized or caused to be paid, directly or indirectly, any money or anything of value to any foreign official (as defined in the FCPA) to induce such official to use their influence to obtain an improper business advantage in connection with the purchase and resale of the Products, nor will Buyer do so at any time in the future.

ProSoft provides in-country certifications for many of our devices. Buyer is responsible for identifying what standards are required for the installation of the device as is mandatory in the country of their installation. Certification documents are available for download on the product pages.

The obligations under this clause shall survive the expiration or termination of this Contract.

Indemnity

Buyer shall defend, indemnify and hold harmless ProSoft and its affiliates from and against any and all claims and demands, and related liabilities, damages and expenses (including reasonable attorneys’ fees), for or in connection with any property damage or any injury to or illness or death of any person (including loss of  income, profits, sales or “down time”) arising from or related to the Products, including such claims and demands brought by any employee, agent or subcontractor of Buyer for Buyer’s failure to comply with ProSoft’s published instructions and specifications concerning the operation, use and maintenance of the Products, except any claim, demand, liability, damage or expense proven to be the result of the negligence of ProSoft and not contributed to by the negligence of Buyer, its agents, employees, officers or directors or other third parties.

Disputes

The parties will attempt in good faith to promptly resolve any dispute arising hereunder by negotiations between representatives of the parties who have authority to settle the dispute. If unsuccessful, the parties further will attempt in good faith to settle the dispute by non-binding third-party mediation, with mediator fees and expenses apportioned equally to each side. Any dispute not so resolved by negotiation or mediation may then be submitted to a court of competent jurisdiction in accordance with the terms hereof. These procedures are the exclusive procedures for the resolution of all such disputes between the parties.

Governing Law and Forum

 This Contract shall in all respects be governed and construed in accordance with the laws of the State of California, with the provisions of the 1980 United Nations Convention of Contracts for the International Sale of Goods being excluded, and to the fullest extent permitted by law, shall be without regard to any conflict of laws or rules which might apply the laws of any other jurisdiction. Any suit, action, or proceeding against ProSoft concerning this Contract shall be brought in the courts of the jurisdiction of the State of California and Buyer hereby irrevocably submits to the exclusive jurisdiction of such state. Should any term or provision hereof be held wholly or partly invalid or unenforceable under applicable law, the remainder of the Contract evidenced hereby will not be affected thereby.

Assignment

The Contract evidenced hereby may not be assigned by either party without the written consent of the other (which consent will not be unreasonably withheld). However, consent will not be required for internal transfers and assignments as between ProSoft and its parent company, subsidiaries or affiliates as part of a consolidation, merger or any other form of corporate reorganization.

Language

The parties acknowledge that they have required that the Contract evidenced hereby be drawn up in English. In the event of a conflict between the English and other language versions, the English version will prevail.

Confidential Information

The Buyer shall not disclose to ProSoft any confidential information which Buyer possesses unless ProSoft has, prior to such disclosure, agreed in writing to accept such information as confidential under clearly defined obligations of confidence. Buyer represents and agrees that all information disclosed to ProSoft by Buyer (except such information as is specifically subject to a confidentiality agreement signed by ProSoft prior to disclosure) is non-confidential, and that ProSoft is free to use and disclose any or all such information without accounting to Buyer therefore, notices on Buyer’s drawings, proposals, specification, and other documents to the contrary notwithstanding.

Entire Contract

This Contract contains the entire Contract between the parties with respect to its subject matter and supersedes any terms and conditions contained in any pre-printed forms of Buyer and ProSoft, including acknowledgments, invoices, purchase orders, schedule agreements, and all prior and contemporaneous contracts, understandings, negotiations, and discussions of the parties, whether oral or in writing. It will be binding upon and inure to the benefit of the parties and their respective successors and assigns.  Any amendment or modification of this Contract must be in a writing clearly identifying itself as an amendment to this Contract and signed by ProSoft’s authorized representative.

GENERAL TERMS AND CONDITIONS OF PURCHASE - AMERICAS

 Revised December 2024

ACKNOWLEDGEMENT: Belden Inc., a Delaware corporation, is the worldwide parent company and is the purchasing entity unless otherwise documented in this purchase order (“Order”). Hirschmann, Lumberg Automation, Mohawk, Tofino Security and West Penn Wire are unincorporated divisions of Belden Inc. Belden’s subsidiaries and affiliates, which include, but are not limited to, Hirschmann Automation and Control GmbH, Belden Deutschland GmbH, Belden Canada ULC, ProSoft Technology, Inc., PPC Broadband, Inc., and Precision Optical Technologies, Inc. also may act as the purchasing entity pursuant to these terms. Whichever entity is the purchasing entity for this transaction as documented in the Order sent to Seller by Belden, or one of its affiliates or subsidiaries, shall be collectively, hereinafter referred to as “Belden”, “Company”, or “Buyer.” This Order includes and is expressly limited to these terms and conditions (except those that cannot be lawfully excluded) and all specifications, drawings, data, and additional special terms and conditions contained herein, attached hereto or incorporated herein by reference. This Order constitutes an offer by the Buyer to the Seller (or “Supplier”) subject to the terms and conditions set forth herein and is not an expression of acceptance or a confirmation document. Seller’s acceptance of this Order becomes a binding contract when it is accepted by Seller. The Seller’s acceptance is limited to the exact terms of the offer, and it is specifically understood that acceptance shall occur either by an acknowledgment by the Seller or any commencement of work, placement of procurement orders for materials or shipment or fulfillment of the Order by Seller, provided that the Company has not previously withdrawn or rejected the Order by written or oral notice. Acceptance may only be on the exact terms and conditions set forth herein. No additional, contrary, and/or inconsistent term or condition stated by Seller in accepting this or any other Order shall be binding on Company unless specifically agreed to in writing by the Company. Any acknowledgment that contains any additional, contrary, and/or inconsistent term or condition relative to the specific terms and conditions set forth herein shall be deemed to be a counter offer, and the Company hereby rejects any such additional, contrary, and/or inconsistent term or condition, unless specifically and expressly accepted by written instrument, such as in the form of an Amendment to this Order signed by an authorized representative of the Company. For the avoidance of doubt, any performance by Seller in the absence of such written acceptance by the Company of a counter-offer regarding any such additional, contrary, and/or inconsistent term or condition shall be solely deemed to be performance in accordance with the terms and conditions of this Order without giving effect to such a counteroffer regarding any such additional, contrary, and/or inconsistent terms. For the further avoidance of doubt, the Company and the Seller are referred to herein individually as a “Party” and collectively as the “Parties.”

1. ADDENDA. All supplemental or acknowledged sheets, schedules, exhibits, specifications, drawings, data or riders that may be annexed hereto or referenced in this Order are made part of the Order. Seller acknowledges that it has available to it all specifications, drawings, and data included in the Order and that they are adequate to enable the Seller to perform the work called for therein in accordance with the delivery schedule set forth therein.

2. CONFIDENTIAL RELATIONSHIP. Unless the written consent of the Company is first obtained, Seller shall not in any manner advertise or publish or release for publication any statement mentioning the Company or the fact that Seller has furnished or contracted to furnish to the Company items and/or services required by this Order. Seller shall not disclose any information relating to any Order except to the extent necessary for performance.

3. INTELLECTUAL PROPERTY. All specifications, drawings, or other documents and data furnished by the Company, and any intellectual property in relation thereto are solely owned by and shall remain  the  exclusive  property  of  the  Company. Nothing in the terms contained herein or in this Order shall be construed as granting Seller any license, or obligating either Party to take any license, under any invention, trade secret, patent, copyright, trademark, or other intellectual property right of the other Party. Seller shall assume, at its expense the costs of and hereby agrees to defend, hold harmless, indemnify, and reimburse the Company, its employees, officers, directors, vendees, customers, or other commercial partners (the “Indemnified Parties”) against any and all claims, allegations, investigations, actions, proceedings, or suits for infringement or alleged infringement of patents, trademarks, or any intellectual property rights brought against the Indemnified Parties or its vendees, or based on any third party license obligations of Seller, its vendees, sub-suppliers, affiliates or other commercial partners, including any and all losses, liabilities, damages, judgments, awards, costs, and expenses (including reasonable attorney fees), arising from, connected with or related in any way to any of the goods furnished under this Order. The Company reserves the right to participate in and control any claim, allegation, investigation, action, proceedings or suit brought against it. For the avoidance of doubt, this defense, hold harmless, indemnity, and reimbursement obligation extends to any audit investigation, or other claim, proceeding, or action regarding any of the goods furnished under the Order that may be subject to any third party license obligations of Seller, its vendees, sub-suppliers, affiliates or other commercial partners.

4. CONFIDENTIAL INFORMATION.

(a) Seller acknowledges and agrees that Confidential Information of the Company (alternatively referred to as “the Company’s Confidential Information”) shall include, but may not be limited to, (i) all information proprietary to the Company, whether or not reduced to writing or other tangible medium of expression, (ii) all designs, software, know-how, technology, data, specifications, and drawings that the Company may provide to Seller, specifically including any of the Company’s, or its customer’s, specifications or requirements, (iii) information about the Company’s, or its customer’s business, such as cost data, pricing data, demand or supply requirements, product or design preferences, competitive business strategies, and the like, that Seller may learn or that the Company, or its customers, may disclose to Seller, or that Seller may develop, in the course of performing this Order, (iv) any trade secrets of the Company, or its customers, as defined by the Uniform Trade Secrets Act, and comparable information that the Company, or its customers, may receive or has received from others. For the avoidance of doubt, Seller agrees and acknowledges that all of the Company’s Confidential Information shall be the sole property of the Company. For the further avoidance of doubt, the Company’s Confidential Information as defined under the terms and conditions herein shall not include information that is publicly known or becomes publicly available other than through a breach of the terms and conditions herein.

(b) Seller also acknowledges and agrees that (i) the Company’s Confidential Information, work product, and intellectual property rights have value and all right, title, interest and such value shall remain solely with the Company, and (ii) any use of the Company’s Confidential Information, work product, or intellectual property rights by the Seller shall inure to the benefit of the Company and its affiliates and not for the benefit of any third party, including, but not limited to, any competitor of the Company, and (iii) Seller shall not use any of the Company’s Confidential Information, work product, and/or intellectual property to compete against the Company. Seller shall not do, or cause to be done, any act or thing contesting, or in any way impairing or likely to impair, any part of the Company’s right, title, and interest in and to any of the Company’s Confidential Information, work product, or any intellectual property rights, or detrimental to the reputation, business, and goodwill of the Company or the goods that Seller shall provide to the Company herein, or for the economic benefit of any third party, including, but not limited to, any Company competitor. Moreover, Seller may not use any of the Company’s Confidential Information, intellectual property rights, or work product in providing or sourcing goods for itself or for any third party without the Company’s advance written consent. Seller shall destroy any defective or discontinued good(s) overruns containing any of the Company’s Confidential Information, work product, and intellectual property rights that remain on hand pursuant to the Company’s written instructions.

(c) Seller further acknowledges and agrees that during the course of the Parties’ relationship, the Company may introduce Seller to various customers or clients with which it does business or proposes to do business (each a “Company Customer”), which both Parties acknowledge and agree constitutes the Company’s Confidential Information. Because of Seller’s access to the Company’s Confidential Information, the Seller agrees that it would have an unfair competitive advantage if it were to sell goods directly or indirectly to any Company Customer in any manner that would circumvent or undermine the Company’s involvement in the sale. Therefore, Seller hereby agrees not to directly or indirectly solicit or induce, or in any manner solicit or induce, any Company Customer to (i) to take any action or encourage any Company Customer to discontinue any relationship with the Company; (ii) to cause or encourage any Company Customer to divert any business from the Company or attempt to deal directly with any Company Customer in an attempt to circumvent the Company’s business or unfairly use the Company’s Confidential Information to compete against the Company; or (iii) to otherwise interfere with, disrupt or attempt to interfere with or disrupt the relationship, contractual or otherwise, between the Company and any Company Customer.

(d) Seller further acknowledges and agrees that a breach of any of the restrictions set forth in this Section would cause immediate and irreparable harm to the Company. Without limiting the following, Seller agrees that the Company will be entitled to an injunction and other equitable relief, including, but not limited to, specific performance, in addition to any other remedies available to it by law or in equity. In addition, if Seller is in breach of the covenants contained in this Section, Seller shall be liable to the Company for liquidated damages in an amount equal to at least thirty percent (30%) of any and all sale proceeds generated by Seller resulting from such breach, including the Company’s costs and expenses  (as  well  as  reasonable  attorney’s  fees) incurred in enforcing the terms and conditions of this Order. In the event that a subpoena or other legal process in any way concerning the Company’s Confidential Information is served upon Seller, Seller shall promptly notify the Company upon receipt of such subpoena or other legal process and shall cooperate with the Company, at the Company’s cost, in any lawful effort by the Company to contest the legal validity of such subpoena or other legal process. The Parties’ obligations under this Section shall survive any change, cancellation, or termination of this Order.

5. LAWS GOVERNING. The rights and duties of the Parties shall be construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflict of laws. All disputes between the Company and the Seller relating to the subject matter of an Order shall be resolved exclusively in the federal and state courts located in Delaware and each Party irrevocably consents to the personal and subject matter jurisdiction of such courts with respect thereto. Notwithstanding the foregoing, in the event a transaction is between two non-U.S. Parties hereto, then the governing law shall be the law of the country where the Belden purchasing entity is based, and each Party hereunder irrevocably consents to the personal and subject matter jurisdiction of such the courts of such jurisdiction related to any action or claims related to such transaction. The Company and the Seller specifically agree that the validity, interpretation, and performance of the terms of this Order shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The Company and the Seller also agree that no provision of a statute, regulation, rule or other legislation of any country or state other than Delaware shall be implied into this contract, and that any rights, obligations, or remedies arising from such a provision are hereby excluded.

6. COMPLIANCE WITH LAWS. Seller represents and warrants that the goods and/or services covered by this Order will not be manufactured and are not being sold, priced, or shipped in violation of any federal, state, or local law in the United States or any other country  having  jurisdiction.    Seller  further represents and warrants that all goods or services being sold to the Company under this Order will be in compliance with all applicable federal, state and local laws (or the foreign equivalent) and any rules or regulations that have the effect of law, including, but not limited to, the Fair Labor Standard Act, the Equal Employment Opportunity Clause in Section 202, Paragraphs 1 through 7 of Executive Order 11246, as amended, relative to equal employment opportunity and the implementing rules and regulations of the Office of Federal Contract Compliance and shall comply with the standards set forth in Title 29, Labor, Chapter XVII, Part 1910 of the Code of Federal Regulations and all OSHA and all state, federal, and environmental laws and regulations as indicated by current laws. For the avoidance of doubt, Seller agrees that all purchased materials and/or finished products supplied to the Company must and shall comply with the latest revision of the Belden Supplier Code of Conduct and the Supplier Preferable Materials Standard, which can be found at: https://www.belden.com/resources/sustainability/social. Seller shall equip all machinery to be delivered under this Order, if any, with all safety features required by federal law and the state and local law of the jurisdiction where the machinery is to be used by the Company.

7. INDUSTRIAL LAWS AND BENEFITS. Seller’s relationship to the Company in the performance of the Order is that of an independent contractor. Neither the Seller, nor any of the persons furnishing materials or performing work or services that are required by this Order, are employees of the Company within the meaning of or the application of any federal or state unemployment insurance law or other social security law or any workmen’s compensation industrial accident law or other industrial or labor law in the U.S. or any similar law in any other country having jurisdiction. The Seller shall, at its own expense, comply with such laws and assume all liabilities or obligations imposed by any one or more of such laws and regulations thereunder with respect to this Order.

8. LIMITATIONS OF LIABILITY.  NOTWITHSTANDING ANY OTHER PROVISION OF THE ORDER, THE COMPANY   SHALL   NOT   BY   ANY   REASON   OF TERMINATION, CANCELLATION OR BREACH OF THIS ORDER BE LIABLE TO SELLER FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES, INCLUDING, IN PARTICULAR, ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THE COMPANY’S MAXIMUM LIABILITY TO SELLER SHALL NOT EXCEED THE PURCHASE PRICE OF THIS ORDER. ANY ACTION AGAINST THE COMPANY UNDER THE ORDER OR RELATED TO ITS SUBJECT MATTER MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.

9. PRICE. Except as may be otherwise provided on the face of this Order, the price includes all applicable federal, state, and local taxes in the U.S. and any taxes imposed by any other applicable country that may have jurisdiction in effect on the date hereof. Prices, charges or extra costs shall not be in excess of those listed on the face side of this Order. If the price listed is incorrect, or not listed, Seller must notify the Company within five (5) days of receipt of this Order of the correct price, which such price may not be higher than last price quoted or charged. Any increase in price shall be subject to prior authorization in writing by the Company as will any determination of price where not listed. Unless otherwise agreed to by  the Company, prices will remain firm through completion of this Order. Unless otherwise specified, this Order and all provisions hereof must be fully performed and complied with before payment by the Company shall become due. The Company shall have the right (but not the duty) to withhold any moneys payable by it hereunder and to apply the same to the payment of any obligations of Seller to the Company arising in any manner out of this Order or its performance. The Company shall pay undisputed invoices sixty (60) days from date that Company receives of the relevant invoice unless otherwise agreed upon between the Parties in writing.

10. COMPETITIVE OFFERS. The Company may request that Seller meet competitive offers by providing Seller satisfactory evidence (in writing if requested) that the Company has received a firm commitment from a non-affiliated North American (or any other applicable jurisdiction) producer to sell like grade and quality goods at a lower delivered price under similar terms for all of the remaining quantity of any goods sold under this Order. Within ten (10) days after its receipt of the evidence, Seller will notify the Company that (a) Seller will meet the offer on orders received in the future, or (b) the Company may terminate the relevant Order(s) effective thirty (30) days from the Company’s receipt of the notice from Seller without any further liability to Seller whatsoever.

11. FABRICATION. Unless otherwise authorized or agreed to in writing by the Company, Seller agrees not to fabricate any of the goods ordered by this Order or procure  any materials required  in their fabrication in excess of thirty (30) days in advance of agreed to shipping schedules(s) and quantity(ies) indicated. Any fabrication in advance of these instructions will be at Seller’s risk. In the event of specification or schedule changes, the Company will not be liable or responsible beyond such period unless otherwise authorized or agreed to in writing by the Company or in such cases where compliance to quantity(ies) or shipping schedule (s) otherwise mandates or warrants and advance notice is supplied to and agreed to by the Company. In the event of cancellation or termination of the Order, other than due to failure of Seller to comply upon terms and conditions contained herein, the Company shall only be responsible for that thirty (30) day portion of the Order and/or those items received and accepted prior to such cancellation or termination.

12. PACKAGING AND SHIPPING. Except to the extent specifically agreed otherwise by the Parties in writing, all shipments to Company shall be Incoterms 2020: DDP Company’s location. For the avoidance of doubt, except as otherwise specifically agreed by the Parties in writing, Seller shall be responsible for clearing customs in the destination country and for any taxes, duties, or tariffs imposed upon shipments of its products. The Company will have no obligation to accept or pay for over-shipments except where written permission for the same has been given by the Company before shipment. No charge will be permitted for boxing, crating, or packaging. Shipments will be made pursuant to the shipping and/or routing instructions on the face of this Order. Seller shall package and mark the goods according to the Company’s instructions and assumes responsibility for any damages or loss in shipment, for articles covered by this Order, notwithstanding such shipping instructions. Unless otherwise provided for in this Order, Seller shall have title and bear risk of loss or damage to any goods purchased pursuant to this Order until they are received by the Company at the destination specified in this Order, or, if no destination is specified, at the Company’s principal place of business. Upon such receipt, title shall pass from the Seller and Seller’s responsibility for loss or damage shall cease except for loss or damage resulting from Seller’s negligence. Passing of title shall not constitute acceptance by the Company. Time is of the essence in the performance of this Order. Shipments will not be made prior to specified dates unless the Company is otherwise notified and agrees to such advance shipments. Any such shipments shall be considered dated according to delivery specified. Failure to comply with or ship on the date(s) and the quantity(ies) specified or otherwise agreed to will, at the Company’s option, relieve the Company of any obligation to accept or pay for goods or undelivered goods, completed or in any state of fabrication, and the Company may at its option, cancel, or terminate this Order, or return any over-shipments at Seller’s sole risk and expense, without cost or charge or any further obligation of the Company to Seller, and the Company will be entitled to recover any expenditure reasonably incurred in obtaining the goods and/or services from another supplier. If the Company opts to accept any goods or services that are delivered later than two (2) days after the agreed upon delivery date, such goods or services shall be reduced at a rate of 2% of the total purchase price for each day that elapses thereafter until actual delivery to the Company. If for any reason the Company is unable to take delivery of any goods on the due delivery date the Seller will store or arrange for the storage of the goods for a reasonable time and will safeguard the goods and take all reasonable steps to prevent their deterioration until actual delivery.

13. WARRANTY. In addition to and without prejudice to all other warranties, express or implied by law, Seller warrants that all goods or services delivered or specified  in  this  Order:  (a)  will  conform  to  all specifications made a part of this Order and include all operating and safety instructions, warning notices and information as necessary for proper use, maintenance and repair; (b) will be of good material and workmanship and will be free from defects; (c) will be fit for the purposes for which they are intended; (d) that the sales or use of the goods or services covered by this Order will not infringe any United States or foreign patents, trademarks, copyrights, or other intellectual property rights of any third party; (e) are compliant with any third party licensing obligations, including, but not limited to, the payment of royalty fees and Seller hereby agrees to provide evidence of such payment(s) and to provide verification reports, identifying the relevant Goods and/or parts thereof and supporting documentation that verifies that any requisite payments were made to comply with any such third party licensing obligations, at such time periods as the Company may reasonably request; (f) will meet RoHS 3 standards for acceptable levels of hazardous substances or comply with an exemption under Directive 2011/65/EU; and (g) will comply with all statutory requirements, regulations and any voluntary codes of conduct relating to the goods and/or services and their sale. The Seller further warrants that, in addition to and without prejudice to all other warranties, express or implied by law, all services specified in this Order: (1) will be performed by appropriately qualified, trained and experienced personnel with a high standard of skill, care and diligence; (2) will be performed to such a standard of quality as it is reasonable for the Company to expect in all circumstances; and (3)  will comply with all federal, state and local laws and regulations. If the Order pertains to services in connection with the Company goods, Seller shall act as bailee and shall hold such goods only for the purpose of applying the services thereto. Seller shall at all times, while the goods are under its care and control, insure the same with a reputable insurer for the full replacement value against any loss, damage or destruction and shall immediately inform the Company of any such loss, damage, or destruction and agrees to pay the Company the full value of the goods and shall indemnify the Company against any and all liability, losses, damages, claims, and expenses arising out of or   connected   to   any   such   loss,   damage,   or destruction. All warranties, express or implied, shall survive inspection, acceptance, and payment. the Company’s approval of Seller’s samples shall not be construed as a waiver by the Company of any requirement of the drawings, specifications, and/or other descriptions applicable to this Order or any expressed or implied warranty of the Seller unless specifically so waived by the Company in writing. All warranties shall run to the Company and its customers. In the event of Seller’s breach of any warranty contained herein, in addition to any other rights and remedies available to the Company, at law or in equity, the Company may, at any time within fifteen (15) months  after the  date of delivery of goods to or completion of services for the Company, return any non-conforming goods or services to Seller at Seller’s expense for either correction, replacement, or credit as the Company may direct. If required by the Company, Seller shall with all possible speed correct, or replace the defective or non-conforming goods or services until fifteen (15) months after the date of delivery of goods to or completion of performances for the Company. Seller further covenants to defend every suit that may be brought against the Company or any party selling or using any of the Company’s products for any alleged infringement thereof by reason of the sale or use of such goods and to pay and indemnify the Company against all expenses and fees to counsel that may be incurred in or about defending said  suits and all costs, damages, and profits recoverable every such suit.

14. CODE OF CONDUCT.  Seller shall comply at all times with the Company’s Code of Business Conduct and Ethics (the “Code  of  Conduct”), which may be updated from time to time, and a copy of which can be found at https://assets.belden.com/m/53487348a2cdf872/original/Supplier-Code-of-Conduct-Belden-2020-10.pdf.  By Seller’s acceptance of this Order, Seller represents and warrants that it is and shall at all times remain in full compliance with the letter and spirit of the Code of Conduct, relating to the goods and/or services and their sale.

15. FALSE CLAIMS AND INDEMNITY. The Seller shall indemnify the Company for any cost incurred and any payments made by the Company resulting from false claims submitted by the Seller under this Order or as a result of a Seller’s misrepresentation of any fact or fraud relating to any claim or dispute arising under or related to this Order, including, but not limited to, any liability under the Consumer Protection Act of 1987 and/or any breach of these terms.

16. INDEMNIFICATION AND INSURANCE. If, in the course of the performance of this Order, Seller, its agents, employees, or subcontractors enter any premises occupied by or under the control of the Company or any of its customers or suppliers, Seller shall take all necessary precautions to prevent occurrences of any injury, including death, to any person or any damage to any property arising out of any act or omissions of Seller, its agents, employees, or subcontractors. Seller shall indemnify the Company for, and hold the Company harmless from, any liability, losses, damages, claims, and expenses, (including attorneys’ fees) arising out of or connected with any act or omission of the Seller, its agents, employees, or subcontractors except for injury or damage due solely to the Company’s negligence or other fault. The Company reserves the right to participate in and control any legal action brought against it. In addition, Seller shall be liable to the Company for incidental or consequential damages incurred by Company as a result of Seller’s actual or alleged breach of this Order or any breach of warranty under this Order. Seller shall maintain such public liability, property damage, workers’ compensation, automobile liability insurance as will protect the Company from any such risks. Upon the Company’s request, Seller shall provide a certificate of insurance.

17. INSPECTION AND ACCEPTANCE. After receipt of goods, the Company shall have a reasonable time, but not less than thirty (30) days to accept or reject the goods and payment for the goods shall not constitute acceptance. Notwithstanding prior payment to obtain cash discount, all goods shipped under this Order shall be subject to inspection, testing, sampling and/or inspection at all times during manufacture, processing, or storage, which may be reasonably requested by the Company and required for inspection and/or testing, and at any time after receipt of shipment. If inspection at any time shows that the goods, material, or workmanship are not strictly as warranted, such goods may be rejected and returned (with cost of transportation both ways charged to Seller) or reworked (with cost of labor and materials at the prevailing rate to be paid by Seller). No rejected and returned goods shall be replaced without a replacement Order. At its option and in its sole discretion, the Company also may purchase substitute goods in lieu of the rejected goods and Seller shall be liable for the difference in cost. In the event that the Company and Seller agree that any good is non-cancellable and non-returnable, Seller agrees that the Company shall be permitted to request that Seller modify, reschedule, or otherwise renegotiate its original customer request date, and Seller shall not unreasonably withhold its consent to such request.

18. TOOLS. All specifications, drawings, or other documents and data furnished by the Company and all tools, dies, molds, jigs, fixtures, patterns, machinery, special test equipment, special taps, and gauges, including plates, negatives, and/or film used for the purpose of reproduction, which have been furnished, paid for, or charged against the Company or that have had their cost amortized will be delivered in good condition (normal wear and tear excepted) to the Company FCA (Incoterms 2020) the Seller’s plant, immediately upon request and Seller shall be liable for all damage, loss or casualty to such property until so returned to the Company. Seller warrants that said tools, dies, moulds, jigs, fixtures and documents or data furnished will not be used for any work or for the production of any material or parts other than for the Company without its written permission. Seller, at its own cost and expense, shall keep the same in working condition and fully insured for the benefit of the Company at all times while in Seller’s possession.

19. CHANGES; CANCELLATION. The Company reserves the right to cancel all or any portion of this Order without liability if this Order is not filled or completed as specified.  Furthermore, notwithstanding anything else in these Terms and Conditions of Purchase or this Order to the contrary, in the event that the Company is required to pay any tax, duty, or tariff on the goods that are the subject of this Order, or Seller seeks to pass through the cost of any new or modified tax, duty, or tariff not contemplated in the price at the time of the Order, Company may, without liability to Seller, terminate the Order that is the subject of the tax, duty, or tariff. The Company may, at any time upon written notice to Seller, makes changes in the drawings, specifications, or quantities under this Order, change the scheduled dates of shipment, and if the Order calls for partial shipment, the Company may suspend any shipment and such suspended amount then may be taken out on or before the last specified shipping date. The Company also reserves the right to make changes in or to cancel this Order (in whole or in part) or to suspend shipments, where such change, cancellation or suspension is, in its option, rendered advisable by reason of the termination of orders by the Company’s customers, strikes, labor difficulties, breach of this Order or any warranty contained herein by Seller, or other contingencies, including but not limited to the bankruptcy or other insolvency proceeding of Seller. In the event of such termination, the Company  will notify Seller  in writing. The Company shall be responsible to Seller for (1) all goods received and/or services provided and accepted prior to the termination date, (2) all goods in transit in accordance with the agreed to shipping schedule(s) and meeting specifications set forth herein, and (3) all goods fabricated or in process and scheduled for shipment within thirty (30) days of the termination date. The Company shall not be liable for any cost or cancellation charges on any goods manufactured or considered work-in- process in excess of thirty (30) days beyond the termination date unless otherwise agreed to in writing by to the Company before termination. Seller shall submit to the Company in writing a notice of intention to submit claims based on termination of this Order within fifteen (15) days from the date of notice of termination, and all such claims shall be made in details and substantiated by bills, receipts and similar documents within thirty (30) days thereafter, or such claims shall be waived.

20. NOTICE OF DELAY. Whenever any event, including an actual or potential labor dispute, is delaying or threatens to delay the timely performance of the Order, Seller shall immediately give notice thereof, including all relevant information with respect thereto, to the Company.

21. SELLER SUBMISSION. The Company will be under no obligation to regard any submission by Seller relating to or under this Order as confidential or proprietary regardless of any marking or notice to the contrary.

22. ASSIGNMENT. No assignment, variation or transfer in whole or in part of this Order or any monies due or to become due hereunder shall be binding upon the Company without the prior written consent of the Company. Payments whether to Seller or any assignee, shall be subject to set off or recoupment for claims that the Company may have against the Seller, however arising.

23. REMEDIES. The remedies herein reserved shall be cumulative, and additional to any other or further remedies provided in law or equity. No waiver of a breach of any provision of this Order shall constitute a waiver of any other breach of such provision.

24. SEPARABILITY. If any term or provision of this Order is determined to be invalid or unenforceable, such determination shall  not affect the validity  of the remaining terms and conditions. In such case, the Order shall be deemed to have been executed without the invalid or unenforceable term or provision.

25. PRODUCTIVITY. The Company and the Seller agree to jointly establish goals to improve productivity of goods and/or services provided herein as measured either by (a) a reduction in the price of such goods and/or services, or (b) a reduction in the unit manufacturing cost of Company goods. The Company and Seller agree that to the extent such productivity measures are implemented, the goal shall be for the Company to benefit by double-digit productivity gains year over year.

26. COUNTRY OF ORIGIN. The Seller acknowledges and agrees that

(a) United  States  law  requires  every article of foreign origin imported into the United States, or its immediate container, and the outer package in which such article is imported, to be marked, branded, or labeled, legibly in English words, in a conspicuous place, in such a manner as to indicate the country of origin (manufacture) of such goods.  Accordingly, Seller represents and warrants that it shall label all goods, regardless of the place of manufacture or delivery to the Company, with the country of origin information in the manner called for above and as required to comply with all applicable laws.

(b)    The Seller also acknowledges and agrees that shipments of goods of foreign manufacture into the United States must also indicate country of origin and labeling must comply with the above paragraph. Further work or material added to any good in a country must effect a substantial transformation in order to render such country the “Country of Origin”.

(c)  The Seller further acknowledges and agrees that United States customs’ law makes compliance to this regulation mandatory. Failure to comply may result in impoundment of your shipment. Any and all fines, penalties, storage costs, etc., by United States Customs and Border Patrol are the sole responsibility of the exporter.

27. FORCE MAJEURE. The Company shall not be liable to the Seller or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any  failure to  perform, any  of its obligations due to any acts of God, acts of the Seller, embargoes, governmental actions, fires, accidents, floods, epidemics, delays in transportation, lack of or inability to obtain raw materials, components, labor, fuel or supplies, or other circumstances beyond the reasonable control of the Company ("Force Majeure Event"). If the Seller is or anticipates that it will be prevented or hindered from manufacturing or delivering the goods and/or performing services due to a Force Majeure Event, then the Seller shall notify the Company immediately and the Company shall be entitled to cancel or suspend the Order with immediate effect by giving notice in writing to the Seller. In the event of cancellation or suspension, the Company shall be under no liability to the Seller and shall be relieved of its obligations for the period of such suspension, including, but not limited to, the payment of any part of the price due during the period of suspension.

28. Any stenographic or clerical errors contained on the face hereof are subject to correction by the Company.

END USER LICENSE AGREEMENT

Revised April 2024

This End-User License Agreement ("EULA") is a legal agreement between you the end user (“Licensee”) (either an individual or a single entity) and ProSoft Technology, Inc. (“Licensor”) for the Software (including firmware) accompanying this EULA, which may include associated media, printed materials, and "online" or electronic documentation (collectively the "Software"). An amendment or addendum to this EULA may accompany the Software.

Licensor is willing to license this Software to Licensee only upon the condition that Licensee accepts all of the terms contained in this EULA, plus any additional limitations on the license set forth in ProSoft Technology’s General Terms and Conditions of Sale. To the extent of any conflict between the terms of this EULA and the General Terms and Conditions of Sale, the General Terms and Conditions of Sale shall apply.

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING OR USING THE SOFTWARE.

BY DOWNLOADING THE SOFTWARE, OR USING THE EQUIPMENT THAT CONTAINS THIS SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT.

THIS IS YOUR PROOF OF LICENSE, PLEASE TREAT IT AS VALUABLE PROPERTY.

1.1 Subject to the terms and conditions of this Software License, Licensor and its third party licensors hereby grants to Licensee a non-exclusive, non-transferable license for the Term, without right of sublicense, to install and use the Software in the State or Territory for Licensee’s internal business purposes only.

1.2 Licensee shall have no rights in the Software other than as specifically set out herein. Licensee shall not create derivative works of the Software or permit any third party to use the Software or shall Licensee operate the Software on behalf of a third party. Licensee shall not reverse engineer, de-compile or otherwise attempt to derive the source code of the Software. Licensee’s right to use the Software terminates automatically if you violate any part of this License. In the event of termination, you must destroy all copies of the Software or return it to Licensor. If Licensee does not agree to all of the terms of this License do not install, copy or use the Software. Licensor reserves all rights not expressly granted to Licensee in this EULA.

1.3 Licensee may not sell, rent, or lease the Software.

1.4 Licensor may attend the office of Licensee to audit Licensee’s operations to ensure Licensee’s use of the Software is in compliance with the terms of this Agreement. All operational audits will be conducted during regular business hours with reasonable notice.

1.5 LIMITED WARRANTY. Licensor warrants that standard Licensor branded software furnished hereunder, when used with Licensor-specified hardware, will perform in accordance with published specifications prepared, approved, and issued by Licensor for a period of three (3) years from the date of invoice from Licensor or its appointed distributor, as the case may be. The Software is provided AS IS. Licensor makes no representation or warranty, express or implied, that the operation of the software will be uninterrupted or error free, that the functions contained therein will meet or satisfy Licensee's intended use or requirements, that Licensee will be able to operate the Software without problems or interruptions, or that the Software will be free from defects or failures. Any written or oral information or advice given by Licensor, dealers, distributors, agents, or employees will in no way increase the scope of this warranty. This warranty does not apply if the Software (a) has been altered, except by Licensor, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Licensor, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident, or (d) is used in ultra-hazardous activities.

1.6 LIMITATION OF LIABILITY. NO LIABILITY FOR CONSEQUENTIAL DAMAGES.  To the maximum extent permitted by applicable law, in no event shall Licensor or its suppliers be liable for any damages whatsoever (including, without limitation, damages for loss of business profit, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of, or inability to use, this Software, even if Licensor has been advised of the possibility of such damages.

1.7 Where directed by State Law, some of the above exclusions or limitations may not be applicable in some states.  This warranty provides specific legal rights; other rights that vary from state to state may also exist.  This warranty shall not be applicable to the extent that any provision of this warranty is prohibited by any Federal, State or Municipal Law that cannot be preempted.  If any provision of the Agreement is invalid under any statute or rule of law, such provision, to that extent only, shall be deemed to be omitted without affecting the validity of the remainder of the Agreement.

1.8 The Software is protected by the United States and international copyright laws and other intellectual property laws and international treaty provisions. Licensee agrees that aspects of the licensed materials, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of Licensor. Licensee agrees not to disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of Licensor. Licensee agrees to implement reasonable security measures to protect such trade secrets and copyrighted material. Title, copyright, and other intellectual property rights of the Software shall remain solely with Licensor or its third party licensors, as applicable.

1.9 This EULA applies to updates or supplements to the original Software provided by Licensor unless other terms are provided along with the update or supplement. Licensee should not use a previous version of the Software upon receipt of an upgrade or update except for a period of 2 weeks.  At the end of the 2 week period the previous version should be returned to Licensor.

1.10 Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. You agree that you will not export or re-export the Software (or portions thereof) to any country, person, or entity subject to U.S. export restrictions. You specifically agree not to export or re-export the Software (or portions thereof): (i) to any country subject to a U.S. embargo or trade restriction; (ii) to any person or entity who you know or have reason to know will utilize the Software (or portions thereof) in nuclear, chemical or biological weapons; or (iii) to any person or entity who has been denied export privileges by the U.S. government. The Licensee agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software.

1.11 This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the parties’ consent to exclusive jurisdiction and venue in the state and federal courts located in the State of California.

1.12 The Software is classified as “commercial computer software” and the Documentation is classified “commercial software documentation” or “commercial items”. Any use, modification, reproduction, release, performance, display or disclosure of the Software or Documentation shall be governed solely by the terms of this EULA and shall be prohibited except to the extent expressly permitted by the terms of this agreement.

1.13 The Software may contain samples that are provided as an accommodation to You (“Sample Project Files”). These Sample Project files are intended to be used for example only. The Sample Project Files may be contained in the Software, documentation (electronic or printed) or downloaded from the ProSoft Technology website. ProSoft Technologies and its third party licensors make no representations or warranties regarding Your use of the Sample Project files and related documentation. All such Sample Project Files are provided "as is". ProSoft Technology disclaims all warranties regarding this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement.

1.14 This License is effective until terminated. Licensee may terminate this License at any time by destroying all copies of Software including any documentation. This License will terminate immediately without notice from Licensor if Licensee fails to comply with any provision of this License. Upon termination, Licensee must destroy all copies of Software.